-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, P5Vihnh56UR/d1Tl79IOMzMPDjSWPoljL7W5j6+iB1etKQAIGesjfXCfpRibCjPW s1sxEYZlcw4yON/601C2QA== 0000913569-97-000077.txt : 19970509 0000913569-97-000077.hdr.sgml : 19970509 ACCESSION NUMBER: 0000913569-97-000077 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 19970508 EFFECTIVENESS DATE: 19970508 SROS: AMEX FILER: COMPANY DATA: COMPANY CONFORMED NAME: CROWLEY MILNER & CO CENTRAL INDEX KEY: 0000025871 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-DEPARTMENT STORES [5311] IRS NUMBER: 380454910 STATE OF INCORPORATION: MI FISCAL YEAR END: 0131 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-26689 FILM NUMBER: 97598181 BUSINESS ADDRESS: STREET 1: 2301 W LAFAYETTE CITY: DETROIT STATE: MI ZIP: 48216 BUSINESS PHONE: 3139622400 MAIL ADDRESS: STREET 1: 2301 WEST LAFAYETTE CITY: DETROIT STATE: MI ZIP: 48216 S-8 1 REGISTRATION STATEMENT As filed with Securities and Exchange Commission on May 8, 1997 Registration No. 333- SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 CROWLEY, MILNER AND COMPANY (Exact name of registrant as specified in its charter) MICHIGAN 38-0454910 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 2301 W. Lafayette Detroit, Michigan 48216-1891 (Address of principal executive offices, including zip code) CROWLEY, MILNER AND COMPANY 1992 INCENTIVE STOCK PLAN (Full title of the Plan) John R. Dallacqua Vice President-Finance, Chief Financial Officer, Treasurer and Secretary 2301 W. Lafayette Detroit, Michigan 48216-1891 (313) 962-2400 (Name, address and telephone number, including area code, of agent for service) Copies to: J. Darrel Barros Dykema Gossett PLLC 400 Renaissance Center Detroit, Michigan 48243 CALCULATION OF REGISTRATION FEE
Title of Proposed Maximum Proposed Maximum Amount of Securities to Amount to be Offering Aggregate Registration be Registered Registered Price Per Share* Offering Price* Fee Common Stock 100,000 shares $9.37 $937,500 $284.09
* The price shown is the average of the high and low sale prices of the Common Stock on the American Stock Exchange on May 2, 1997, in accordance with Rule 457(h) PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 3. INCORPORATION OF DOCUMENTS BY REFERENCE In accordance with general Instruction E to Form S-8, Crowley, Milner and Company (the "Company") hereby incorporates by reference the contents of its Registration Statements on Form S-8, filed June 5, 1992 (Registration No. 33-48389) and July 20, 1995 (Registration No. 33-61203). Item 8. EXHIBITS The following exhibits are filed with this registration statement: 4.0 Crowley, Milner and Company 1992 Incentive Stock Plan (previously filed as Exhibit 4 to the Registration Statement on Form S-8 (Registration No. 33-48389) and incorporated herein by reference). 4.1 Amendment No. 1 to the Crowley, Milner and Company 1992 Incentive Stock Plan (previously filed as Exhibit 4.1 to the Registration Statement on Form S-8 (Registration No. 33-61203) and incorporated herein by reference). 4.2 Amendment No. 2 to the Crowley, Milner and Company 1992 Incentive Stock Plan (filed herewith). 5 Opinion of Dykema Gossett PLLC with respect to the legality of the Common Stock to be registered hereunder (filed herewith). 23.1 Consent of Ernst & Young LLP, independent auditors (filed herewith). 23.2 Consent of Dykema Gossett PLLC (contained in Exhibit 5 hereto) 24 Power of Attorney (contained on signature page) SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Detroit, State of Michigan, on May 8, 1997. CROWLEY, MILNER AND COMPANY By: /S/ DENNIS P. CALLAHAN Dennis P. Callahan President (Principal Executive Officer) POWER OF ATTORNEY Each person whose signature appears below constitutes and appoints John R. Dallacqua, his attorney-in-fact, each with power of substitution, for him, in any and all capacities, to sign any amendments to this registration statement (including post-effective amendments) and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that each such attorney-in-fact or his substitute may do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the indicated capacities on May 8, 1997. Signature Title /S/ DENNIS P. CALLAHAN Director, President and Chief Dennis P. Callahan Executive Officer (Principal Executive Officer) /S/ JOHN R. DALLACQUA Vice President-Finance, Chief Financial John R. Dallacqua Officer, Treasurer and Secretary (Principal Financial and Accounting Officer) /S/ JoANN S. COUSINO Director JoAnn S. Cousino /S/ CARROLL E. EBERT Director Carroll E. Ebert /S/ ALFRED M. ENTENMAN, JR. Director Alfred M. Entenman, Jr. /S/ JOSEPH C. KEYS Director Joseph C. Keys /S/ RICHARD S. KEYS Director Richard S. Keys /S/ BENTON E. KRANER Director Benton E. Kraner /S/ JULIUS L. PALLONE Director Julius L. Pallone /S/ PAUL R. RENTENBACH Director Paul R. Rentenbach James L. Schaye, Jr. Director /S/ JEROME L. SCHOSTAK Director Jerome L. Schostak Andrew J. Soffel Director EXHIBIT INDEX Number Description 4.2 Amendment No. 2 to the Crowley, Milner and Company 1992 Incentive Stock Plan 5 Opinion of Dykema Gossett PLLC with respect to the legality of the Common Stock to be registered hereunder 23.1 Consent of Ernst & Young LLP, independent auditors 23.2 Consent of Dykema Gossett PLLC (contained in Exhibit 5 hereto) 24 Power of Attorney (contained on signature page) EX-4.2 2 AMENDMENT TO STOCK OPTION PLAN CROWLEY, MILNER AND COMPANY AMENDMENT NO. 2 TO 1992 INCENTIVE STOCK PLAN Subject to shareholder approval, effective March 19, 1996, Section 5 of the Crowley, Milner and Company 1992 Incentive Stock Plan is amended and restated to read in its entirety as follows: "5. Stock. Subject to adjustment as provided in Section 10, the total number of shares of Common Stock available for grants of Options and awards of Restricted Stock under this Plan shall be three hundred thousand (300,000). Shares subject to any unexercised portion of a terminated, cancelled or expired Option granted hereunder, or Restricted Stock awarded hereunder but subsequently forfeited and returned to the Corporation pursuant to Section 8(b)(ii) hereof, may again be subjected to grants under this Plan." Capitalized terms not otherwise defined herein shall have the respective meanings set forth in the plan documents relative to the Crowley, Milner and Company 1992 Incentive Stock Plan, effective March 25, 1992. Except as set forth above with respect to Section 5 of the Plan, all of the terms and conditions of the Plan shall continue and remain in full force and effect. The amendment to the Plan described herein shall be subject to the approval of the holders of at least a majority of the Common Stock of the Corporation present and entitled to vote at a meeting of shareholders of the Corporation held within twelve (12) months after adoption of this Plan by the Board. No Option granted or Restricted Stock awarded with respect to the amendment to the Plan described herein may be exercised in whole or in part until this Plan has been approved by the shareholders as provided herein. If not approved by shareholders within such twelve (12) month period, the amendment to the Plan described herein and any Options granted or Restricted Stock awarded hereunder shall be rescinded. * * * This AMENDMENT NO. 2 TO 1992 INCENTIVE STOCK PLAN is hereby executed as of the 19th day of March, 1996. CROWLEY, MILNER AND COMPANY By: /s/ DENNIS P. CALLAHAN Dennis P. Callahan Its: President BOARD APPROVAL: March 19, 1996 SHAREHOLDER APPROVAL: August 20, 1996 EX-5 3 OPINION AND CONSENT OF COUNSEL May 6, 1997 CROWLEY, MILNER AND COMPANY 2301 West Lafayette Boulevard Detroit, Michigan 48216 Re: CROWLEY, MILNER AND COMPANY Registration Statement on Form S-8 Additional Shares under 1992 Incentive Stock Plan Ladies and Gentlemen: We have acted as counsel for Crowley, Milner and Company, a Michigan corporation (the "Company"), in connection with the preparation and filing with the Securities and Exchange Commission under the Securities Act of 1933, as amended, of its Registration Statement on Form S-8 (the "Registration Statement") relating to the issuance of up to an additional 100,000 shares of the Company's Common Stock (the "Common Stock") pursuant to the Crowley, Milner and Company 1992 Incentive Stock Plan, as amended (the "Plan"). We have examined such corporate records, documents, certificates and other instruments as we have considered appropriate for the purposes of this opinion. Based upon the foregoing, we are of the opinion that: 1. The Company is a corporation duly organized and validly existing under the laws of the State of Michigan. 2. The shares of Common Stock registered pursuant to the Registration Statement, when issued in accordance with the Plan, will be legally issued, fully paid and non-assessable. We hereby consent to the use of this opinion as an exhibit to the Registration Statement. Very truly yours, DYKEMA GOSSETT PLLC /s/ Paul R. Rentenbach Paul R. Rentenbach EX-23.1 4 CONSENT OF INDEPENDENT AUDITORS CONSENT OF INDEPENDENT AUDITORS We consent to the incorporation by reference in the Registration Statement on Form S-8 pertaining to the Crowley, Milner and Company 1992 Incentive Stock Plan of our report dated April 3, 1997, with respect to the consolidated financial statements and schedule of Crowley, Milner and Company and Subsidiary included in its Annual Report on Form 10-K for the year ended February 1, 1997, filed with the Securities and Exchange Commission. /S/ ERNST & YOUNG LLP ERNST & YOUNG LLP May 1, 1997 Detroit, Michigan -----END PRIVACY-ENHANCED MESSAGE-----